§1 Validity of the Terms and Conditions
a) The following conditions of purchase shall apply with no exception to all our purchase orders. These terms are valid for all future business relations with the Supplier, also if these are not specifically agreed upon again. Any conflicting Supplier's terms and conditions of sale are explicitly and in advance rejected. They may only become part of the contract, with prior written consent of Telespazio Germany; this is particularly applicable for the unconditional acceptance of goods, which does not constitute acceptance of the validity of the Supplier's terms of business.
b) All agreements made between us and the supplier regarding the execution of this contract must be laid down in writing in this contract. Verbal orders from us become legally binding only if we confirm them in writing.
c) Offers shall be submitted in writing and shall be free of charge to us.
d) Our conditions of purchase apply only to business with merchants in the sense of section 14 of the German Civil Code (BGB).
§2 Offer and Offer Documentation
a) The Supplier shall be obliged to accept our order within a period of 2 weeks by signing and returning the order confirmation in text form. Otherwise we shall no longer be bound to the purchase order.
b) We retain title, copyright and other industrial property rights in illustrations, drawings, calculations and other documents supplied for the purpose of executing the order. Furthermore, the Supplier shall be obliged to not disclose the same without the express written consent of us; on completion of the order, they must be surrendered to us free of charge without necessitating a request. They must be kept secret from third parties, accordingly the provisions of section 9 apply additionally.
§3 Prices and Terms of Payment
a) The price stated in the purchase order shall be binding. In the absence of any written arrangement dictating otherwise, the price includes 'free domicile' delivery of the goods and packaging. Return of the packaging requires a separate agreement.
b) Prices are quoted exclusive of value-added tax.
c) We can only process invoices if these - according to the stipulations in our order - show the order number and date, the date of delivery and the precise amount and indication of contents of each packaging unit. For any and all consequences arising due to non-compliance with this obligation, the Supplier is responsible, unless he is able to proof that he is not responsible for these consequences.
d) Failing a written agreement to the contrary, we shall pay the purchase price within 14 days of delivery and receipt of the invoice at a 2% discount or within 30 days of receipt of the invoice without discount.
e) Payments shall be made exclusively by bank transfer to the supplier's own account in the country where their company is registered or where they provide their goods and services.
f) We shall have off-set and retention rights vis-à-vis the Supplier to the extent allowed under the law.
§4 The Delivery Period
a) The delivery period specified in the purchase order is binding.
b) The timeliness of deliveries shall be determined by their availability in a state ready for acceptance.
c) The Supplier is obliged to immediately inform us in writing should circumstances occur, or should he anticipate circumstances from which is evident that the delivery period requested cannot be met.
d) If the Supplier exceeds the agreed delivery date in accordance with this clause and he is in default, he shall pay to us a penalty of 0.15% of the total contract value per commenced calendar day, but no more than 5% of the total order value. The payment of the contractual penalty does not exclude claims for damages beyond that with appropriate proof. The contractual penalty is counted towards possible damages.
§5 Place of Performance, Transfer of Risk and Documentation
a) All deliveries are DAP (Incoterms 2021) unless otherwise agreed in writing and shall include packaging and conservation.
b) The place of performance for deliveries and services shall be the place of destination stated by us. Unless otherwise specified in the order, place of performance is our place of business.
c) All the requisite accompanying documentation, e.g. shipping documents, delivery slips and invoices shall be provided with the delivery. The Supplier is obligated to meticulously quote our order number on all shipping documents; if the Supplier fails to do so, delays in processing shall not be our responsibility.
d) The Supplier is obliged to comply with the relevant export control regulations and to inform us without being asked in writing of the export control marking of the delivery items, in particular according to EU and US law, at the latest upon delivery.
§6 Defects Investigation and Guarantee
a) We are obliged to inspect the goods for any discrepancies in quality or quantity within a reasonable period. Notification of defects shall be deemed in good time if it is received by the Supplier within a period of 5 working days, calculated from the receipt of goods or, in the event of hidden defects, from the moment of discovery.
b) We are entitled to all legal claims under warranty in full; notwithstanding this entitlement, we are also entitled to request at our choice either elimination of the defects or replacement deliveries from the Supplier. In such case the Supplier shall be obliged to bear all expenses required in order to rectify the defect or provide replacement delivery. The right to claim damages in lieu of the goods or services, remains explicitly reserved.
c) If the Supplier is behind the schedule with post-compliance, we may also remedy the defect ourselves at the Supplier's expense.
d) The period of limitation shall be 24 months, calculated from the transfer of risk, unless the mandatory provisions of sections 478, 479 of the German Civil Code (BGB) apply.
§7 Product Liability, Indemnity and Third-Party Insurance
a) If the Supplier is responsible for a product loss, he shall be obliged to exempt us from third-party claims at the first request, insofar as the cause of the loss is located within his sphere of control and organisation and insofar as he is liable to third parties.
b) Within the scope of its own liability for damage claims, the Supplier is also obliged to reimburse us for any expenses arising from or in connection with recall campaigns carried out by us in accordance with sections 683, 670 or sections 830, 840, 426 of the German Civil Code (BGB). We will inform the Supplier in good time and in advance - as far as possible and reasonable - about the content and scope of such recall measures and give him the opportunity to comment.
c) We shall undertake the necessary information to the respective competent authority pursuant to the regulations of the German law for product safety (ProdSG) in coordination with the Supplier.
d) The Supplier undertakes to maintain a product liability insurance with an insured sum of € 10 million – lump sum - per personal injury/property damage if we are entitled to further claims for damages, these shall remain unaffected.
§8 Property Rights
a) We reserve all intellectual property rights to all information, data and documents provided to the supplier. These may only be used for the purpose of fulfilling the order.
b) The Supplier is responsible for ensuring that goods which he supplies do not violate any commercial protection rights of third parties.
c) Should any third party therefore claim against us, the Supplier undertakes to indemnify us from the said claims on first demand. In the case of claims for damages by the third party, the Supplier reserves the right to prove that he is not responsible.
d) We are not entitled to reach any agreements with the third party, in particular not to conclude any settlement without the consent of the Supplier.
e) The Supplier's indemnity against liability includes any expenses and damage incurred to us due to or in relation with any claims by third parties.
f) The period of limitation is 24 months, from the transfer of risk.
§9 Reservation of Ownership, Provision, Tools
a) We retain title to all goods provided by us to the Supplier. Processing or alteration of such goods by the Supplier shall be carried out on our behalf. If our goods subject to retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of our item (purchase price plus VAT) to the other processed items at the time of processing.
b) If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the item subject to retention of title (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the Supplier's item is to be regarded as the main item, it is agreed that the Supplier shall keep the sole ownership or co-ownership for us.
c) We reserve ownership of tools; the Supplier is further obliged to use the tools exclusively for the production of the goods ordered by us. The Supplier shall be obliged to insure the tools belonging to us at replacement value at his own expense against fire, water and theft. At the same time, the Supplier cedes as of now all claims for compensation from this insurance to us; we are herewith accepting the assignment. The Supplier shall be obliged to perform any necessary servicing and inspection work as well as all maintenance and repair work with regard to the tools in due time and at his own expense. He shall immediately inform us of any faults; should he culpably fail to do so, any damage claims remain unaffected.
d) Insofar as our entitlement to these security rights pursuant to sections a) and/or b) exceed the purchase price of all our reserved goods not yet paid for by more than 10%, we shall be obliged to release the security rights at our discretion upon request of the Supplier.
§10 Confidentiality and Data Protection
(10.1) The Supplier shall be obliged to keep secret all illustrations, drawings, calculations, as well as all other documents or information, which he has received under this business connection. They may only be made available to third parties with our express consent. The obligation of nondisclosure shall also apply once this contract has been processed and for ten (10) years after the termination of this Agreement. The obligation shall expire if and to the extent that the manufacturing know-how contained in the illustrations, drawings, calculations and other documentation provided has become common knowledge or was demonstrably already known to the Supplier at the time of notification within the meaning of sentence 1.
(10.2) The Supplier shall comply with (i) the European Regulation 2016/679 relating to the processing of personal data as of its date of application (as applicable), and (ii) any regulation relating to the processing of personal data applicable during the term of this Agreement (altogether, "Applicable Data Protection Legislation"). Each Party commits in particular to:
(i) communicate to each other, personal data relating to data subjects only to the extent that the personal data have been legally collected and processed;
(ii) guarantee that it has duly informed data subjects in compliance with the Applicable Data Protection Legislation, and that, where required, it has obtained a valid consent from data subjects, in particular in relation to the processing made by the parties for the purpose of this non-disclosure agreement;
(iii) process the personal data for the sole purposes as strictly necessary for the performance of this non-disclosure agreement and as strictly agreed by the Parties;
(iv) share the personal data collected and processed as a result of this non-disclosure agreement only with third parties which would provide the same guarantees as the one defined hereunder;
(v) refrain from transferring personal data with third parties located out of the European Economic Area without having first obtained the other Party's consent;
(vi) implement technical and organizational measures to ensure an adequate level of protection to the personal data processed; and
(vii) delete all personal data after they are no longer necessary for the purpose of this non-disclosure agreement or upon request of the other Party.
§11 Compliance
(1) The Supplier undertakes to comply with the Telespazio Code of Ethics and the Leonardo Anti-Corruption Code, both of which are available at www.telespazio.de. We reserve the right to terminate the contract at any time without notice in the event of any breaches.
(2) The Supplier undertakes to comply with all applicable export control and embargo regulations. The Supplier confirms that it is not owned or controlled by any natural or legal person against whom the United Nations, the EU or the USA have imposed personal sanctions and with whom trade is prohibited, and that none of its senior staff are sanctioned persons. The Supplier shall inform Telespazio immediately if the ownership structure changes in such a way that this confirmation becomes invalid.
(3) The Supplier undertakes to comply with the applicable security regulations and to follow Telespazio's instructions in this regard whenever its employees or third parties acting on its behalf visit or carry out work on Telespazio's premises.
(4) The Supplier confirms that it holds all the necessary permits, licences, certifications and qualifications required for the performance of the supplies and services.
(5) We reserve the right to terminate the contract without notice in the event of breaches of clauses (1) to (4) above.
§12 Applicable Law, Venue
a) Contractual relations shall be governed by the law of the Federal Republic of Germany, excluding its Conflict of Law provisions and the United Nations Convention on Contracts for the International Sale of Goods.
b) The place of jurisdiction for all disputes under or in connection with this contract shall be Darmstadt, Germany, unless another exclusive place of jurisdiction has been established.